February 4, 2019

Ronny Yakov
Chief Executive Officer
The OLB Group, Inc.
200 Park Avenue
Suite 1700
New York, NY 10166

       Re: The OLB Group, Inc.
           Draft Registration Statement on Form S-1
           Submitted December 12, 2018
           CIK No. 0001314196

Dear Mr. Yakov:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1

Cover Page

1.     Please highlight on the cover page that you will be a controlled company
within the
       meaning of the corporate governance standards of Nasdaq. Disclose the
beneficial
       ownership held by Mr. Yakov, your Chief Executive Officer, and Mr.
Herzog, your
       principal stockholder, after the closing of the offering.
Prospectus Summary
Our Company, page 1

2.     Please disclose whether you are currently substantially dependent on
your
 Ronny Yakov
FirstNameGroup, Inc.
The OLB LastNameRonny Yakov
Comapany NameThe OLB Group, Inc.
February 4, 2019
February 4, 2019 Page 2
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FirstName LastName
         eVance business and, if so, the extent of such dependence. In this
regard, we note that
         revenue for the Successor period was "primarily from transaction and
processing fees
         related to electronic payment."
Corporate Information, page 2

3.       You disclose that CrowdPay and Omnisoft were affiliate companies of
your "majority
         stockholder" prior to the respective share exchanges. Please revise to
identify
         Messrs. Yakov and Herzog as the counterparties to the share exchange
agreements.
         Further, disclose the details of the transactions in the related party
transactions section of
         your prospectus. Refer to Item 404(d) of Regulation S-K.
Risk Factors
Risks Related to Our Company, page 4

4.       You state that Ms. Boulds was hired as a full-time Chief Financial
Officer, but her
         biographical description suggests that she currently has other
business interests. To the
         extent material, please clarify the amount of time that Ms. Boulds
devotes to the company
         and include appropriate risk factors regarding the limitations on her
time and potential
         conflicts of interest.
Our operating results and operating metrics are subject to seasonality and
volatility . . . ., page 17

5.       Your disclosure indicates that the eVance business generates revenue
in Europe. You,
         however, otherwise disclose that such business provides financial and
transaction
         processing solutions "to merchants throughout the United States."
Please reconcile. To
         the extent you are targeting international expansion for the eVance
business, please clarify
         and describe the material opportunities, challenges, and risks
associated with such strategy
         in an appropriate area of the prospectus.
Cautionary Note Regarding Forward-Looking Statements, page 36

6.       You state that you intend the forward-looking statements in the
prospectus "to be covered
         by the safe harbor" for such statements. As your disclosure indicates
that you believe this
         offering constitutes your initial public offering, please remove any
implication that you
         are eligible to invoke the safe harbor provided by Section 27A of the
Securities Act.
Use of Proceeds, page 37

7.       Please disclose the amount of the Term Loan that you intend to repay
with the proceeds of
         this offering. Also, clarify which promissory notes you intend to
repay. In this regard,
         you refer to $3.0 million of such notes, which mature on March 31,
2019; however, $2.0
         million matures on November 14, 2019.
 Ronny Yakov
FirstNameGroup, Inc.
The OLB LastNameRonny Yakov
Comapany NameThe OLB Group, Inc.
February 4, 2019
February 4, 2019 Page 3
Page 3
FirstName LastName
Results of Operations, page 42

8.       The transaction and processing fees generated by the eVance business
appear to have
         decreased significantly during the periods subsequent to the date of
the Asset Acquisition.
         Please describe the causes of this change, including any known trends
or uncertainties that
         have had or that you reasonably expect to have a material favorable or
unfavorable impact
         on revenue. For further insight into your performance, provide a
comparative breakdown
         of any key metrics that management uses to evaluate the performance of
the
         eVance business, such as the monthly average amount and number of
transactions
         processed as well as the number of merchants for which you serve as a
wholesale ISO
         versus a retail ISO. In this regard, you should expand upon the
disclosure on page 41 that
         you are "currently processing over $82,000,000 in gross transactions
on a monthly run
         rate and average 1,400,000 transactions a month" and disclose such
quantitative
         information for each period presented. Refer to Item 303(a) of
Regulation S-K and
         Section B of SEC Release No. 33-8350.
Liquidity and Capital Resources, page 43

9.       You disclose that you are "currently in the process of a capital raise
of up to $5,000,000"
         that will yield enough liquidity for the next several years. Please
clarify whether you are
         referring to the current offering or another financial transaction. In
addition, please
         reconcile this statement with the disclosure in Note 3 that you are
"currently in the process
         of a capital raise of up to $7,500,000."
Business
Our Industry, page 46

10.      Please disclose the date of publication of the Nilson Report to which
you cite in this
         discussion. In this regard, we note the corresponding disclosure on
page i that you "have
         not independently verified the data" that derive from such report.
Please be advised that
         you are responsible for the entire content of the registration
statement and should not
         include language that can be interpreted as a disclaimer of
information that you have
         chosen to include.
Description of Our CrowdPay Business, page 51

11.      Please explain how your platform for Regulation Crowdfunding offerings
differs from
         your platform for Regulation A+ and Regulation D offerings in relation
to your
         compliance with the federal securities laws, including fee structures.
In this regard, you
         should briefly describe the distinct regulatory framework that is
applicable to funding
         portals as well as what distinguishes your services from those that
may generally be
         provided by broker-dealers.
 Ronny Yakov
FirstNameGroup, Inc.
The OLB LastNameRonny Yakov
Comapany NameThe OLB Group, Inc.
February 4, 2019
February 4, 2019 Page 4
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FirstName LastName
Certain Relationships and Related Party Transactions, page 64

12.      Your disclosure appears to be limited to transactions that have
occurred since the
         beginning of the last fiscal year. Please also identify any
transaction that has
         occurred since the beginning of the fiscal year ended December 31,
2016 in which the
         amount involved the lesser of $120,000 or one percent of the average
of your total assets
         at year-end for the last two completed fiscal years. In this regard,
we note your disclosure
         on page F-10. Refer to Item 404(d)(1) and Instruction 1 to Item 404 of
Regulation S-K.
         Further, identify the related parties to whom you owe $81,694 in
accrued expenses.
Experts, page 71

13.      The Exhibit 16 letter provided by Liggett & Webb P.A. refers to an
Item 4.01 Form 8-K
         dated September 25, 2018. Please amend the Form 8-K filed on January
30, 2019 to
         include a revised letter from your former independent registered
accounting firm.
The OLB Group, Inc.
Interim Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation, page F-18

14.      Please tell us whether both the April 9, 2018 Asset Acquisition and
the May 9, 2018 Share
         Exchanges are common control transactions. If so, tell us how you
determined that the
         Asset Acquisition qualifies as a common control transaction. If not,
please revise your
         current disclosures as they appear to imply that both the Asset
Acquisition and Share
         Exchanges are common control transaction.
15.      Your disclosures imply that prior periods were retrospectively
adjusted to furnish
         comparative information. Please clarify for us which periods were
adjusted and revise
         your disclosures as necessary. Also, tell us the amount of revenue
attributable to
         Omnisoft and CrowdPay for each period in which they were presented and
where they are
         reflected in the financial statements provided.
Revenue and cost recognition, page F-19

16.      Your disclosures refer to both ASC 605 and ASC 606. Please revise to
clarify when you
         adopted ASC 606 and provide the related disclosures including the
transition disclosures
         required by ASC 606-10-65.
Unaudited Pro Forma Condensed Combined Financial Information, page F-47

17.      Please tell us why there are no pro forma adjustments in the pro forma
condensed
         combined statement of operations. In this regard, we note the stepped
up basis in acquired
         intangible assets and the change in outstanding debt.
 Ronny Yakov
The OLB Group, Inc.
February 4, 2019
Page 5
Exhibits

18.   Please file or incorporate by reference all the material agreements
related to the Asset
      Acquisition and the Share Exchange as exhibits to the registration
statement. In
      this regard, we specifically refer you to the agreements that were filed
as exhibits to the
      Forms 8-K filed on April 13, 2018, May 15, 2018, and August 3, 2018,
pursuant to Item
      601(b)(2) and Item 601(b)(10) of Regulation S-K. Also, please note the
promissory note
      that was issued to Mr. Herzog on November 14, 2018, which does not appear
to have been
      filed with a Form 8-K, should be filed as an exhibit to the registration
statement.
19.   Please file the written agreement pursuant to which Mr. Herzog has
promised to provide
      you with any additional financial support that you may need. In this
regard, we note your
      disclosure on page F-21. Also, file Mr. Yakov's employment agreement,
which you
      briefly describe on page 61. Refer to Item 601(b)(10) of Regulation S-K.
General

20.   It appears that you have confidentially submitted this registration
statement pursuant to
      Section 6(e) of the Securities Act of 1933. Clarify whether you believe
that you are an
      emerging growth company. If appropriate, provide disclosure clarifying
the implications
      of such status throughout the prospectus, including the cover page,
prospectus summary,
      and Risk Factors section. In this regard, you should address whether you
will use the
      extended transition period for complying with any new or revised
financial accounting
      standards provided by Section 7(a)(2)(B) of the Securities Act. Also,
supplementally
      provide us with copies of all written communications, as defined in Rule
405 of the
      Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential
      investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain
      copies of the communications.
        You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Bernard Nolan,
Attorney-
Advisor, at (202) 551-6515 or, in his absence, Jan Woo, Legal Branch Chief, at
(202) 551-
3453 with any other questions.



                                                            Sincerely,

FirstName LastNameRonny Yakov                               Division of
Corporation Finance
                                                            Office of
Information Technologies
Comapany NameThe OLB Group, Inc.
                                                            and Services
February 4, 2019 Page 5
cc:       Barry I. Grossman
FirstName LastName